Western Digital Corp. Announces Board and Executive Changes

Ticker: WDC · Form: 8-K · Filed: Feb 3, 2025 · CIK: 106040

Sentiment: neutral

Topics: management-change, compensation

Related Tickers: WDC

TL;DR

WD board shakeup and exec pay changes announced Jan 30.

AI Summary

Western Digital Corporation announced on January 30, 2025, changes in its board of directors and executive compensation. Specifically, the company reported the departure of certain officers and the election of new directors, alongside updates to compensatory arrangements for its key executives.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in leadership and compensation can introduce uncertainty regarding future strategic direction and operational stability.

Key Players & Entities

FAQ

What specific roles have seen departures or appointments?

The filing indicates the departure of certain officers and the election of new directors, but does not specify the exact roles affected in this summary.

When was the earliest event reported in this filing?

The earliest event reported was on January 30, 2025.

What is Western Digital Corporation's state of incorporation?

Western Digital Corporation is incorporated in Delaware.

Where are Western Digital Corporation's principal executive offices located?

The principal executive offices are located at 5601 Great Oaks Parkway, San Jose, California 95119.

What type of SEC filing is this?

This is a Form 8-K, a Current Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Filing Stats: 714 words · 3 min read · ~2 pages · Grade level 12.1 · Accepted 2025-02-03 16:17:40

Key Financial Figures

Filing Documents

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 001-08703 33-0956711 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 5601 Great Oaks Parkway San Jose , California 95119 (Address of Principal Executive Offices) (Zip Code) (408) 717-6000 (Registrant's Telephone Number, Including Area Code) Not applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $.01 Par Value Per Share WDC The Nasdaq Stock Market LLC (Nasdaq Global Select Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 30, 2025, the Board of Directors of Western Digital Corporation (the "Company") unanimously appointed Don R. Bennett as Interim Chief Financial Officer of the Company effective as of February 28, 2025, which is the date that Wissam G. Jabre will cease to be the Company's Chief Financial Officer (the "Effective Date"). Mr. Bennett will also assume the role of principal financial officer from Mr. Jabre at that time. Mr. Bennett, 55, has served as the Company's Senior Vice President, Finance, and Chief Financial Officer of the Company's hard disk drive ("HDD") business since November 2020. From 2017 to November 2020, he served as the Company's Vice President II, Finance, Global Real Estate Operations and Finance Transformation. Since joining the Company in 1995, Mr. Bennett has also served in various positions of increasing responsibility in finance, marketing, operations, corporate development and strategy, focusing on the Company's HDD business. In connection with his appointment as the Company's Interim Chief Financial Officer, Mr. Bennett will receive a temporary annual base salary of $525,000 and a temporary annual target incentive award opportunity under the Company's short-term incentive plan in the amount of 120% of annual base salary, each for the period starting on the Effective Date and ending on the date that is three months after Mr. Bennett ceases to serve as the Company's Interim Chief Financial Officer. In accordance with the Company's customary practice, the Company will enter into its standard form of indemnification agreement with Mr. Bennett, which agreement has previously been filed with the Securities and Exchange Commission. Mr. Bennett will also be eligible to participate in the Company's Executive Severance Plan, Change in Control Plan and other benefit programs generally available to the Company's executive officers. There are no arrangements or understandings between Mr. Bennett and any other person pursuant to which Mr. Bennett was appointed to serve as the Company's Interim Chief Financial Officer. There are no family relationships between Mr. Bennett and any director or executive officer of the Company. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Western Digital Corporation (Registrant) By: /s/ Cynthia Tregillis Cynthia Tregillis Senior Vice President, Chief Legal Officer and Secretary Date: February 3, 2025

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